Adriane Brown

About Adriane Brown

Adriane M. Brown (age 66) is an independent director of American Airlines Group Inc. since 2021. She serves as Chair of the Safety Committee and as a member of the Corporate Governance and Public Responsibility (CGPR) Committee. Her education includes a BS in Environmental Health (Old Dominion University), an MS in Management (MliT), and a PhD in Humane Letters (Old Dominion University). Brown’s background spans venture investing, technology, and industrial operations, with deep expertise in safety systems, risk management, and operational excellence .

Past Roles

External Roles

Board Governance

• Committee assignments: Safety Committee Chair; CGPR Committee member; independence affirmed by the Board under Nasdaq standards (all directors except CEO are independent) .
• Attendance and engagement: In 2024, the Board met nine times (four executive sessions of independent directors). Each incumbent director attended at least 75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting .
• Committee activity: Safety Committee held 4 meetings in 2024; CGPR Committee held 5 meetings in 2024 .
• Safety Committee oversight (Brown chairs): Oversees policies, programs, and practices for operational safety, compliance, and matters affecting the safety of customers and team members, including security and public health .
• Governance structure: Independent Chairman and separate CEO roles; robust stockholder engagement program (engaged over 55% of top 30 holders representing ~40% of shares) .

Fixed Compensation

Notes:

• Non-employee directors receive complimentary personal air travel benefits (Admirals Club®, ConciergeKey status) and an annual tax gross-up for imputed taxable income on flight privileges .
• Lifetime flight privileges after 7+ years of service; Brown’s service began in 2021 .

Performance Compensation

AAL’s executive incentive metrics (for context on governance quality): STIP (financial 70% incl. TRASM vs peers, CASM ex-fuel/profit-sharing, aircraft utilization, workforce efficiency, procurement savings, working capital; ops reliability 25%; engagement 5%), and LTIP (relative EBITDAR margin gap improvement vs. DL/UA 90%; Net Promoter Score 10%) .

Other Directorships & Interlocks

Expertise & Qualifications

• Safety management systems, safety regulations, risk management; operational excellence; innovation; capital markets and strategic investment from VC experience .
• Education: BS Environmental Health (Old Dominion University); MS Management (MliT); PhD Humane Letters (Old Dominion University) .

Equity Ownership

Governance Assessment

• Board effectiveness: Brown’s chairmanship of the Safety Committee aligns with AAL’s top governance priority of operational safety; committee met 4 times in 2024 and oversees comprehensive safety policies and compliance, a positive signal for risk oversight in a safety-critical industry .
• Independence and engagement: Independence affirmed; attendance thresholds met across directors; robust stockholder engagement program supports investor confidence .
• Alignment: Brown holds 41,319 shares including time-vested RSUs; hedging/pledging prohibited; director stock ownership guidelines in place (company states directors past compliance dates exceed minimums), supporting alignment over time .
• Compensation quality: Director pay is balanced between cash ($150,000) and equity ($150,000 fair value of RSUs) with no performance-based director metrics, consistent with market norms. However, tax gross-ups on flight privileges ($8,617 for Brown in 2024) represent a shareholder-unfriendly practice and potential red flag in governance optics, albeit common in the airline industry .
• Company-wide signals: 2024 say-on-pay approval was 76% (82% of votes cast excluding abstentions), below decade average (>94%), due to non-recurring 2023 elements; Board responded via engagement and LTIP structure changes, suggesting attentiveness to investor feedback .

RED FLAGS

• Tax gross-ups on director flight privileges are provided annually; legacy and lifetime travel benefits policies may be viewed unfavorably by some investors despite industry norms .
• No performance conditions on director equity awards (time-based RSUs only); while typical, investors focused on pay-for-performance may prefer stronger at-risk structures for board compensation .

Additional Data (for context)

Overall, Brown’s safety-focused chair role, multi-industry operational background, and independent status support board oversight quality at AAL; the primary governance optics concern is the continuation of flight privilege tax gross-ups for directors .